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Gerard G. Pecht

Global Head of Dispute Resolution and Litigation

Gerard G. Pecht

Houston

T:+1 713 651 5243

Gerry Pecht is Global Head of Dispute Resolution and Litigation, the US Co-Head of Regulations, Investigations, Securities and Compliance and the US Head of Energy, Commodities and Derivatives.

Gerry concentrates his practice in the area of complex business and commercial litigation, including securities litigation and enforcement, energy litigation, internal corporate investigations and international litigation and arbitration. Gerry regularly represents Fortune 500 companies and their officers and directors.

Litigation Experience:  Gerry has extensive experience litigating in federal and state court and before arbitration panels, having tried over 30 matters to judgment. He has also argued appeals before the United States Courts of Appeal of the Second, Fifth, Tenth and Eleventh Circuits as well as the appellate courts of Texas.

Gerry's litigation practice includes defending a large number of class actions, as well as shareholder derivative actions and a wide range of claims against corporations, underwriters, officers and directors. He has also represented companies in litigation over corporate control, including hostile tender offers and proxy solicitations.

Gerry also has represented corporations as plaintiffs and has recovered on their behalf millions of dollars in judgments, settlements, mediations and arbitrations.

Enforcement Experience:  Gerry has considerable enforcement experience, which includes representing both companies and individuals in cases and investigations involving FCPA, disclosures, insider trading, market manipulation, accounting controls, and use of promotors. He has also represented companies, officers, and directors in inquires and investigations by the Securities and Exchange Commission (SEC), The Financial Industry Regulatory Authority (FINRA) and the Texas State Securities Board (TSSB). He has litigated cases against the SEC, before Administrative Law Judges and in federal courts.

Internal Corporate Investigations:  Drawing on decades of experience representing issuers, officers and directors before the SEC, NASD, NYSE and in securities and derivative litigation, Gerry regularly represents the board, audit committees, special litigation committees and other committees of the board in internal investigations. His internal corporate investigations have involved a wide range of issues, including:

  • accounting irregularities
  • alleged foreign corrupt practices
  • transactions with sanctioned countries
  • related party transactions
  • improper revenue recognition and financial disclosures
  • whistleblower claims
  • conflicts of interest
  • corporate malfeasance
  • officer and director breaches of fiduciary and other duties

Gerry has represented multinational companies in internal corporate investigations that have spanned the globe. He has experience in working with forensic experts, auditors, insurers, company counsel, public relations firms and regulators in connection with these investigations and he has expertise in assessing liability, fashioning disclosures, structuring remedial measures and devising corporate compliance programs. Gerry has handled corporate investigations for companies and board committees in industries such as software, oilfield service and supply, international construction, energy and medical services. In these investigations, Gerry regularly deals with US Attorneys, SEC, DOJ, Department of Commerce and Department of the Treasury.

Mergers, Acquisitions, Going-Private Transactions and Proxy Contests:  Gerry represents companies, directors, officers, private equity firms and investment banks in litigation arising out of mergers, acquisitions, going-private transactions and proxy contests. 

Bond and Noteholder Litigation:  Gerry represents indenture trustees, bond holders and issuers in litigation arising from the issuance, non-compliance and default on bond and other debt instruments.

Bankruptcy Adversary Proceedings:  Gerry has handled some of the largest adversary proceedings in the country involving allegations of fraudulent transfer, breach of fiduciary duty, and fraud.

Shareholder Activism: Gerry regularly represents companies in response to shareholder activism and proxy contests.
 

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  • Education

    1978 - JD, University of Cincinnati College of Law
    1975 - BA, Georgetown University

    Early in his career, Gerry served as a law clerk for the Honorable Carl Rubin, Chief Judge of the United States District Court, Southern District of Ohio. He was admitted to the Ohio State Bar in 1978 and the State Bar of Texas in 1980. He has since been admitted to practice in the Supreme Court of the United States, the US District Courts for the Northern, Southern and Eastern District of Texas, the District of Arizona, the District of Colorado and the Southern District of Ohio, as well as the US Courts of Appeals for the Second, Third, Fifth, Sixth, Ninth, Tenth and Eleventh Circuits and the Federal Circuit.

     

  • Representative experience

    Recent and notable work as lead counsel:

    • Obtained a clean sweep of a securities class action and four shareholder derivative suits for an oil and gas exploration and production company
    • Secured voluntary dismissal of a shareholder litigation matter for a multinational oil and gas exploration and production company
    • Successfully resolved a first-of-its-kind SEC enforcement action for an oil and gas exploration and production company
    • Achieved full dismissals of a series of class and derivative actions for an independent oil and natural gas acquisition and development company
    • Obtained a complete dismissal of two shareholder class action lawsuits on behalf of an independent refiner and marketer of petroleum products
    • Obtained complete dismissal of case against energy company for alleged securities law violations
    • Obtained complete dismissal of New York and Texas lawsuits seeking to enjoin $8.2 billion multi-jurisdictional merger
    • Representation of energy company and CEO in SEC administrative law proceeding
    • Obtained complete dismissal of a case concerning executive compensation
    • Obtained summary judgment in a dispute over an earnout provision
    • Obtained dismissal of a claim in state court action against the board of publicly held company for allegedly failing to prevent an FCPA violation
    • Obtained dismissal of two cases alleging improper earnings guidance
    • Obtained dismissal with prejudice of a Fortune 100 company in a tortious interference case alleging more than $600 million in damages
    • Successfully represented the seller in litigation arising from a $42 billion merger transaction
    • Obtained complete dismissal of a lawsuit seeking to enjoin a $2 billion acquisition
    • Successfully argued in the Fifth Circuit Court of Appeals to affirm dismissal of a case involving disclosures concerning a self tender followed by a dividend increase
    • Defeated class certification in federal Investment Advisers Act class action lawsuit against leading Wall Street investment management firm involving allegations of undisclosed amounts of markups and markdowns on bond transactions
    • Obtained dismissal of a shareholder class action suit seeking to enjoin a $45 billion going private transaction
    • Obtained denial of a preliminary injunction seeking to prevent acceleration of $400 million of senior notes in default
    • Obtained complete dismissal of all derivative and securities class cases against a pharmaceutical company whose stock declined when it failed to obtain FDA approval of a particular drug
    • Obtained dismissal with prejudice of antitrust, patent, trade secret and contract claims involving oil country tubular goods and drill pipe
    • Obtained denial of injunctive relief and complete dismissal of class and derivative suits, seeking to enjoin a $1 billion transaction
    • Representing major medical device manufacturer in a class action lawsuit alleging breach of fiduciary duties in connection with a going-private transaction
    • Successfully recovered $4 million on behalf of a company for theft of trade secrets
    • Representing issuers, directors, officers and employees in options backdating and springloading litigation, including representation of a Fortune 250 company
    • Obtained a complete dismissal with prejudice of a securities fraud class action filed against a Fortune 250 company in connection with a $1.4 billion self tender
    • Successfully defended class action and shareholder derivative action contesting a $1.1 billion merger
    • Derailed a federal securities fraud class action after demonstrating that the putative lead plaintiffs and their counsel did not satisfy the PSLRA's lead plaintiff requirements
    • Successfully defended over 30 broker-dealers in a Section 10(b) fraud and market manipulation case involving alleged "naked shorts," in which the court dismissed the entire case with prejudice
    • Obtained dismissal of a federal securities class action complaint against a Fortune 150 refiner
    • Defeated a motion for class certification in a federal securities fraud case against an internet access provider, its officers and directors
    • Obtained dismissal with prejudice of a qui tam action for a Fortune 150 pipeline company
    • Represented significant investor in proxy contest resulting in replacement of the entire Board of Directors
    • Successfully represented a national lender in recovering $400 million from a borrower
    • Represented a Fortune 500 drilling company in antitrust class action alleging wage fixing
    • Obtained dismissal for a Fortune 200 energy company in industry-wide class action and qui tam lawsuits
    • Representation of a national insurance carrier in class actions and governmental actions regarding premiums and fees.
    • Obtained dismissal with prejudice of securities class action case against investment banking firms involving securities offerings by an entertainment company
    • Obtained dismissal of a large energy producer in a Delaware lawsuit alleging breach of fiduciary duty resulting from spin-off
    • Having served at the request of the SEC and upon appointment by the court as receiver: (a) of international brokerage firm with $130 million in assets under management, (b) as a distributor of funds collected by the SEC in insider trading actions, and (c) of a local brokerage firm involved in the defrauding of investors
    • Serving as the regional outside counsel to a Fortune 200 energy company
  • Admissions
    • Ohio State Bar License
    • Texas State Bar License
  • Rankings and recognitions
    • Law360, MVP of the Year: Securities, Portfolio Media, Inc., 2015
    • Client Service Super All-Star, BTI Consulting Group Inc., 2011, 2012, 2014
    • 500 Leading Lawyers in America, Lawdragon, 2010-2011, 2014-2015
    • Chambers USA, Texas: Litigation (Securities), Chambers & Partners, 2007 - 2016 (Band 1 for 2015-2016)
    • Chambers USA, Texas: Litigation (Energy & Natural Resources), Chambers & Partners, 2010 - 2013
    • Chambers USA, Texas: Energy & Natural resources (Dispute Resolution), Chambers & Partners, 2005 - 2009
    • Texas Top Rated Lawyer, LexisNexis Martindale-Hubbell, 2012 - 2017
    • Legal 500 US, recommended lawyer, Securities: Shareholder Litigation, The Legal 500, 2015-2017
    • Legal 500 US, recommended lawyer, International litigation, The Legal 500, 2016-2017
    • Legal 500 US, recommended lawyer, Energy: Litigation, The Legal 500, 2013
    • Lawyer of the Year, Houston: Corporate Governance Law, Best Lawyers, 2018
    • The Best Lawyers in America, Best Lawyers, 2008 - 2018
    • Texas Super Lawyer, securities litigation; business litigation; energy & natural resources, Thomson Reuters, 2003 - 2004, 2006 - 2017
    • Texas Super Lawyer, Top 100 Houston lawyer, Thomson Reuters, 2012
    • 100 Lawyers You Need to Know in Securities Litigation, Lawdragon, 2008
  • Publications

    Gerry writes and speaks frequently, primarily on issues concerning securities litigation, energy litigation, audit committees, business litigation, corporate compliance, dealing with analysts, insider trading, SEC enforcement actions and class actions.  Gerry also has co-authored the annual State Bar of Texas Fifth Circuit securities update for nine consecutive years.

    A representative list of his publications includes:

    • Co-author, "New Considerations From COSO For Internal Controls," Law360, Oct. 18, 2016
    • Co-author, "SEC Spotlights Undrilled Reserves And Resource Estimates," Law360, Oct. 12, 2016
    • Co-author, "Key Securities Litigation Issues For Life Science Cos.," Law360, March 1, 2016
    • Co-author, "Key securities litigation and enforcement issues affecting energy companies," Norton Rose Fulbright - Legal update, April 2014
    • Co-author, "Plaintiff Firms Continue Targeting Annual Meeting Proxies," Law360, April 22, 2014
    • Co-author, "SEC Issues New Guidance on Conflict Minerals Rule," Norton Rose Fulbright - Legal update, April 11, 2014
    • Co-author, "Limiting Fraudulent-Transfer Damages to the Amount of 'Innocent' Creditor claims," ABI Journal, March 2014
    • Co-author, "Not so Basic anymore - Supreme Court to assess Basic's fraud-on-the-market presumption of reliance," Norton Rose Fulbright - Legal update, November 19, 2013
    • Co-author, "Supreme Court Issues Two Key Securities Law Decisions," Fulbright Alert, February 28, 2013
    • Co-author, "Shareholder Plaintiffs' Lawyers Target Annual Meeting Proxy Disclosures," Fulbright Briefing, February 4, 2013
    • Co-author, "Second Circuit Issues Preliminary Decision Regarding 'No-Admission' SEC Settlements," Fulbright Alert, March 15, 2012
    • Co-author, "Delaware Chancery Court Grants $305 Million Fee Award in Stockholder Dispute," Fulbright Briefing, December 30, 2011
    • Co-author,  "Employees May Not Obtain Pre-Arbitration Reformation of a Non-Compete Agreement to Preclude Damages Claims," Fulbright Briefing, November 10, 2011
    • Co-author, "Is Your Vendor Blowing the Whistle? Managing Third-Party Relationships Post-Dodd-Frank," Fulbright - Financial Reform Task Force, October 5, 2011; Law360, October 20, 2011
    • Co-author, "Creditors of Insolvent LLCs Lack Standing to Sue Derivatively in Delaware," Fulbright Briefing, September 15, 2011
    • Co-author, "Preventing and Handling Whistleblower Claims," August 24, 2011
    • Co-author, "Addressing SEC Investigations," August 24, 2011
    • Co-author, "Supreme Court Further Curtails Private Securities Fraud Suits Against Outside Advisers," Fulbright Alert, June 13, 2011
    • Co-author, "Addressing Regulatory Investigations - Top Ten Takeaways," Fulbright - Litigation, June 10, 2011
    • Co-author, "Supreme Court Vacates Fifth Circuit's Denial of Class Certification in Federal Securities Fraud Suit," Fulbright Alert, June 7, 2011
    • Co-author, "Dodd Frank Implications & FCPA Whistleblower Suits, Costs to Companies and Impact on D&O Insurers," June 7, 2011
    • Co-author, "Supreme Court Finds Adverse Event Reports 'Material' Despite Lack of Statistical Significance," Fulbright Alert, March 23, 2011
    • Co-author, "Mandamus Relief in Shareholder Derivative Cases," Texas Business Litigation, Summer 2010
    • Co-author, "Financial Reform Legislation Expands Liability For Violations Of Securities Laws," Fulbright - Financial Reform Task Force, July 20, 2010
    • "Attacking Venue In Shareholder Derivative Suits," Law360, June 25, 2010
    • Co-author, "Financial Reform Legislation Expands Liability For Violations Of Securities Laws," Fulbright - Financial Reform Task Force, June 20, 2010 
    • Co-author, "Supreme Court Grants Certiorari in Securities Suit Against Pharmaceutical Company," Fulbright  Briefing, June 16, 2010
    • Co-author, "Supreme Court Curtails Securities Suits By Foreign Plaintiffs," Fulbright Briefing, June 13, 2010
    • Co-author, "Second Circuit Curtails Private Rule 10b-5 Liability For "Unattributed" Statements By Secondary Actors," Fulbright Briefing, May 4, 2010
    • "Fifth Circuit Securities Update," Texas Business Litigation, Summer 2002 - 2009
    • "Case Summary: Somers v. Crane," Texas Business Litigation, Summer 2009
    • Co-author, "Corporate Governance At-A-Glance," Fulbright White Paper, June 12, 2009
    • Co-author, "Fifth Circuit Reaffirms Strict Scienter Requirement In Securities Fraud Cases," Fulbright Alert, April 9, 2009
    • Co-author, "IFRS Update: A Path to Compliance," Fulbright Summary, February 2009
    • Co-author, "Credit Default Swaps Under Scrutiny," Fulbright Briefing, September 25, 2008
    • "Federal and State Regulators Take Aim at Short Sellers in Wake of Wall Street Financial Crisis," Fulbright Alert, September 19, 2008
    • "Three Important Developments on Privilege Waiver and Advancement of Attorneys' Fees Change the Landscape for Government and Corporate Investigations," Fulbright Alert, August 2008
    • "Delaware Supreme Court Concludes That Stockholder-Proposed Bylaw Requiring Reimbursement of Contested Election Expenses is Contrary to Delaware Law," Fulbright Alert, July 2008
    • "Securities Plaintiffs Face Tough Sledding After Tellabs," Securities Law 360 Guest Column, June 30, 2008
    • Co-author, "Securities Plaintiffs Face Tough Sledding After Tellabs," Financial Services Law360 and Securities Law360, June 27, 2008
    • Closing Down Litigation Kennels: The Problem of Professional Plaintiffs in Shareholder Litigation," Securities Law 360 Guest Column, May 2, 2008
    • Co-author, "Closing Down "Litigation Kennels": The Problem of Professional Plaintiffs In Merger-Related Stockholder Lawsuits," Fulbright Briefing, April 2008
    • Co-author, "Fulbright & Jaworski L.L.P. Forms Auction-Rate Securities Taskforce," Fulbright Briefing, April 2008
    • Co-author, "M&A  Reverse Breakup Litigation," Securities Law360 and Competition Law360, February 25, 2008
    • Co-author, "Supreme Court Curbs "Scheme Liability" Lawsuits," Fulbright Briefing, January 2008
    • Co-author, "Supreme Court Endorses Rigorous Pleading Requirements For Securities Fraud Claims," Fulbright Alert, June 2007
    • "Fifth Circuit Securities Update," Texas Business Litigation, Summers 1996 - 1997 and Summers 2001 - 2007
    • "Trends in Energy Litigation," Oil, Gas and Energy Resources Law: Section Report, Volume 27, Number 2, December 2002
    • "Securities Litigation: Standard for Scienter," The National Law Journal, December 3, 2001
    • "The Fifth Circuit Speaks: Pleading Securities Fraud Claims Under the Private Securities Litigation Reform Act of 1995," Securities Litigation Alert, October 12, 2001
    • "Defending Institutional Parties in Civil Litigation Arising from Investigations of Scientific Misconduct," Copyright 1999
  • Speaking engagements
    • Speaker, "Cybersecurity, Enterprise Risk and the Boardroom," Norton Rose Fulbright presentation, May 28, 2015
    • Speaker, "SEC Speaks Out About Whistleblowers," The Directors Roundtable Institute, May 19, 2015
    • Invited panelist, "Key Issues Facing Board of Directors," The Directors Roundtable Institute, Dallas, Texas, May 12, 2015
    • Invited panelist, "Key Issues Facing Board of Directors," The Directors Roundtable Institute, Houston, Texas, February 25, 2015
    • Speaker, "U.S. Securities Class Actions:Are they coming to Australia?," Australian Financial Institution Symposium, May 5 - 7, 2014
    • Invited panelist, "Key issues facing boards of directors:New SEC enforcement initiatives and corporate governance risks," KPMG Directors Roundtable, Dallas, Texas, April 9, 2014
    • Invited Speaker, Annual Securities Litigation & Enforcement:  2013 Update, Sandpiper Partners LLC, April 2013
    • Securities Panel Discussion, Ace Group, Lafayette Hill, Pennsylvania, June 13-14, 2012 
    • Moderator, "The 2012 JOBS Act: Fundamentally Changing the Way Companies Raise Capital," Fulbright & Jaworski L.L.P. Seminar, Houston, Texas, June 7, 2012
    • Moderator, "Securities Law Consequences of Errors in Federal Income Tax Reporting," Fulbright & Jaworski L.L.P. and PwC Seminar, Houston, Texas, May 17, 2012
    • Speaker, The Future of Litigation, New Efficiency Tools, May 7, 2012
    • Invited panelist, "Challenges Facing Boards of Directors: Key Issues in SEC Enforcement," KPMG Directors Roundtable, Houston, Texas, March 28, 2012
    • Speaker, "The Whistleblower Provisions of Dodd-Frank Are Upping the Ante What You Need To Know Before It's Too Late," August 24, 2011
    • Speaker, "The Impact of Recent Court Decisions on Public Company Disclosure and Practices, and Current Trends in M&A Litigation," May 24, 2011
    • Speaker, Civil/Appellate Bench Bar Institute regarding securities litigation, May 5, 2011
    • Speaker, "Beyond the Basics: Consequences of New UK Bribery Act and Intersecting FCPA Regulations," Fulbright - Dodd-Frank Task Force, September 16, 2010
    • GC/Chief Compliance Officer, "Roundtable Discussion on Risk Mitigation," Sponsored by Navigant Consulting, Houston, Texas, July 13, 2010
    • D&O Panel Discussion, Ace Group, Houston, Texas, June 15, 2010 and Irving, Texas, June 17, 2010
    • Invited panelist, "Challenges Facing Boards of Directors: Key Issues in SEC Disclosure & Enforcement," KPMG Directors Roundtable, Houston, Texas, May 27, 2010
    • "The Changing Environment in M&A in the Wake of the Financial Meltdown," Houston, Texas, April 14, 2010
    • Invited panelist, "Legal Trends in Governance," NACD, Houston, Texas, April 8, 2010
    • "The Changed Regulatory and Enforcement Environment," 3rd Annual Energy Industry Directors Conference at Rice University, Houston, Texas, March 2, 2010
    • Invited panelist, PricewaterhouseCoopers 2008 Securities Litigation Study, Houston, Texas, April 15, 2009
    • "Explaining the Audit Committee's Role in IT Governance," KPMG Audit Committee Institute, Houston, Texas, June 2007
    • "Structuring and Protecting Going Private Transactions," Fulbright & Jaworski L.L.P. Seminar Series, Houston and Dallas, Texas, April 2007
    • "How It All Fits Together - Communication and Coordination with the Board and Other Committees," KPMG Audit Committee Institute, November 2006 
    • "Stock Option Backdating: Enforcement and Litigation," Sandpiper Partners LLC seminar, Houston, Texas, November 29, 2006
    • Presenter and Co-Author of "Shareholder Litigation in Texas: A Defendants' Perspective," 4th Annual Advanced Business Law Course, State Bar of Texas, Houston, Texas, October, 26-27, 2006
    • "Is Sarbanes-Oxley Working?," Inns of Court, January 10, 2006
    • "Enhancing Oversight of Internal Control Over Financial Reporting: Understanding Challenges, Exploring Value," KPMG Audit Committee Institute, May 10, 2005
    • "Exploring Expectations of Audit Committee Effectiveness," KPMG Audit Committee Institute, December 8, 2004
    • "Securities Law Consequences of Improper Reserve Reporting and Booking: Where the Securities Law and the Reporting and Booking of Reserves Intersect," Professional Development Institute, October 29, 2004
    • "A Litigator's Perspective on Sarbanes-Oxley," KPMG Audit Committee Institute, July 16, 2003
    • "The Civil Litigation Impact of Sarbanes-Oxley," KPMG Audit Committee Institute, January 16, 2003
    • "Public Companies and the Internet," Legal Forum, Fall 2001
    • "Director and Officer Liability in a Declining Economy: Holes in the Safety Net," KPMG Audit Committee Institute, May 22, 2001
    • "Securities Analysts and Insider Trading: What You Can and Can't Do and Say," Legal Forum, June 15, 2000
    • "Earnings Management," KPMG Audit Committee Institute, November 4, 1999
    • "Deals, Documentation & Litigation: A Practical Overview," Colony Capitol, Incorporated,  August 17, 1998
    • "Recent Developments in Insider Trading," The Dallas Bar Association, February 23, 1998
  • Memberships and activities
    • American Bar Association
    • Texas Bar Foundation, Fellow
    • State Bar of Texas - Antitrust and Business Litigation Section
    • Houston Bar Association, Life Fellow
    • Houston Zoological Society, past member of the Board of Directors